AMPCO PITTSBURGH CORP — Director's Dealing 2014

Mar 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPCO PITTSBURGH CORP (AP)
CIK: 0000006176
Period of Report: 2014-03-05

Reporting Person: PAUL ROBERT A (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-05	Common Stock	S	7124	$20.1818	Disposed	26329	Indirect
2014-03-06	Common Stock	S	8747	$18.9971	Disposed	17582	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	42889	Direct
Common Stock	13767	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Options	$37.89	2018-09-04	Common Stock (35000)	35000	Direct
Non-Qualified Stock Options	$13.37	2019-02-19	Common Stock (35000)	35000	Direct
Non-Qualified Stock Options	$25.77	2020-02-18	Common Stock (35000)	35000	Direct
Non-Qualified Stock Options	$25.18	2021-05-05	Common Stock (20000)	20000	Direct
Non-Qualified Stock Options	$17.67	2022-05-03	Common Stock (20000)	20000	Direct
Non-Qualified Stock Options	$17.16	2023-05-02	Common Stock (20000)	20000	Direct

Footnotes

F1: Subject to acceleration in certain circumstances, the option becomes vested and exercisable under the following schedule assuming the optionee continues employment with the Issuer through the date of vesting: 33% on the grant date, 66% on the first anniversary of the grant date, 100% on the second anniversary of the grant date.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by The Louis Berkman Declaration of Trust on August 1, 2013.

F3: The price reported in this column is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.0300 to $20.4000 inclusive. The Reporting Person undertakes to provide to Ampco-Pittsburgh, any security holder of Ampco-Pittsburgh Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The price reported in this column is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.9900 to $20.2800 inclusive. The Reporting Person undertakes to provide to Ampco-Pittsburgh, any security holder of Ampco-Pittsburgh Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.